Enbridge Energy Partners, L.P. (EEP)

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Membership Interest Purchase Agreement

Also on August 2, 2016, MarEn entered into a Membership Interest Purchase Agreement (“ MIPA ”) with Bakken Holdings Company LLC (“ Bakken Holdings ”) to, among other things, acquire 49 percent of the issued and outstanding membership interests in BPI for cash consideration of $2.0 billion. The MIPA contains customary representations and warranties of the parties and the parties have customary indemnification obligations. The acquisition by MarEn of the interest in BPI is expected to close during the third quarter of 2016, subject to customary closing conditions, including customary operating restrictions between execution and closing. Upon closing of the transaction, MarEn and Bakken Holdings will execute an Amended and Restated Limited Liability Company Agreement of BPI (“ LLC Agreement ”).